SuperOffice CRM Onsite Subscription Agreement

This agreement is valid from May 25th, 2018.

The Agreement gives the Customer access and right to use the SuperOffice Software (access to Software subsequently referred to as “Software”) during the Agreement term with such functionality as the Software has at any time.

The Agreement covers the SuperOffice software products in the at any time valid Onsite Subscription price plan from SuperOffice. The software products and corresponding pricing subscribed to by the Customer are listed in a separate order form.

1. Scope of the Agreement

The Agreement gives the Customer a time-limited, non-exclusive right to use the Software. The Customer’s right to use the Software shall cease when this Agreement is terminated or for other reason is no longer in force, cf. clause 2.

2. Term of the Agreement and Subscription term

The right of use stated in clause 1 shall continue for so long time as the Agreement is in force. The Agreement is a continuing agreement that lasts until it is terminated according to the provisions in clause 12. The Agreement has a mandatory period calculated from the date the Agreement comes into force and until 12 months after the turn of the month following the date the Agreement comes into force. The period from the date the Agreement comes into force and until the end of the obligatory period is called “Subscription term”. After the expiry of this first Subscription term, the agreement is renewed for new Subscription terms that correspond to the relevant invoicing period.

3. Limited usage

The Agreement gives the Customer a right to install and run the Software at the installation site chosen by the Customer. The right to use the Software is restricted so that the Software should only be installed on hardware that is wholly owned or managed by the Customer. Alternatively, the Customer is entitled to install and use the Software on a system that is managed or owned by a third party (“hosting”). If hosting is used, the Customer shall remain responsible to comply with the Customer’s limited right to use the Software.

The right to use the Software is limited to such number of licenses the Customer at any time subscribes to. If the Customer needs to increase the Agreement to cover additional Users, then the usage right for additional Users shall be ordered from SuperOffice according to the procedure in clause 6.

The Users should only be Customer’s employees or hired personnel who according to an agreement are performing services for the Customer. The Users shall commit themselves to follow these conditions. No others than the Users shall be able to use the Software without a prior written consent from SuperOffice.

The Customer shall not disassemble, decompile or reverse engineer the Software, except in such situations as permitted by mandatory legal law in Norway or if SuperOffice has given its express consent.

In case of breach of these conditions, SuperOffice is entitled to immediately terminate the Agreement and withdraw the Customer’s right to use the Software. Such actions from SuperOffice shall not release the Customer from the obligation to pay for the whole running Subscription term.

The Software licensed under the Agreement cannot be implemented, used, marketed or offered to other parties in a way that is positioned as a public cloud service or multi-tenant online service.

4. Maintenance/Upgrades

The Customer shall be given access to new versions and service releases of the Software as soon as these become available. Updates are released according to potential needs, where the needs shall be assessed by SuperOffice depending on what the changes contain. Examples of changes in new versions and updates might be:

Fault corrections in the Software as a result of reports received from the customers.

Changes to the Software as the result of preventive maintenance.

Changes in the functionality of the Software as a consequence of wishes expressed by the customers.

Reprogramming as a consequence of a desired change to the structure of the Software or new drivers etc.

General improvements/changes in the Software.

Each new version of the Software will be accompanied by an installation guide in electronic format. Normally, a description of changes in the new version compared to the earlier versions will also be provided.

5. Support

The Customer shall have the right to receive support from our central support department during normal working hours (09.00-17.00 CET Monday thru Friday with the exception of Christmas Eve, New Year’s Eve and other public holidays), or at specific times indicated by SuperOffice. Support requests are submitted to our Support center in the SuperOffice Community (community.superoffice.com). The Customer is granted free access to the community including our resource center, Learn-the-Essentials user guides, help files and “How-to-videos”. All users have free access to SuperOffice E-Learning classes within the Service.

Support includes SuperOffice’s best effort in solving software problems based on a detailed description, provided by the Customer, of the problem. Finding a solution is not guaranteed. Administration or configuration of the Service for the Customer is not included in the Agreement.

Support shall be made available in accordance with the following guidelines:

Customers with more than three users must nominate a support contact, who will then act as the Customer’s contact point with SuperOffice.

The Customer will use its best effort and most qualified personnel to search the source of the problem and to share detailed information with the support personnel.

Cases, which do not comply with the above listed conditions, will be invoiced at the applicable SuperOffice hourly consulting fees.

The Support shall only cover the Service when it is used in a manner recommended by SuperOffice, and as such shall not extend to other configurations in respect of operating systems and browsers and similar. The Support shall also not cover repairs to the content of the databases or issues caused by the Customer. The Support shall also not cover support of anything outside the Service that the customer subscribes to, or problems that are only associated to the Customer’s hardware, internal networks and internet connections, and/or items of peripheral equipment that are entirely independent of the Service.

SuperOffice reserves the right to recommend a training course or consultancy services if the support takes the form of general training. SuperOffice similarly reserves the right to send the Customer specifications of possible solutions, which the Customer must attempt to implement in order to solve the problem in question.

This Support shall not include any form of consulting services. The Customer can purchase additional consulting services as required.

6. Supplementary orders

Customer can expand the Agreement to cover additional Users. The orders shall be issued via e-mail or by using an order form. The order shall be placed by the person with the authority to commit the Customer, as specified on the Agreement’s front page. The order is binding for Customer when issued, and becomes a part of the Agreement upon SuperOffice’s potential confirmation of the order via e-mail. The order will be implemented after SuperOffice in writing has confirmed the order. Thereafter, the order is a part of this Agreement. The payment for the expansion of the number of Users shall be carried out in accordance with SuperOffice’s standard list prices and conditions.

7. Responsibility

The Software, covered by this Agreement, is SuperOffice standard software. SuperOffice’s sole responsibility is that the Software essentially conforms to the accompanying user manual for a period of fifteen (15) days from the date the Agreement comes into force, as specified on the Agreement’s front page.

If the Software does not essentially conform to the accompanying user manual, the Customer is during this period of fifteen (15) days from the Agreement came into force as specified on the Agreement’s front page entitled either – as decided by SuperOffice – to reimbursement of the paid compensation for the Software or delivery of a new version of the Software, that essentially conforms to the accompanying user manual.

SuperOffice does not give any warranty or promise that the functionality in the Software will cover the Customer’s individual requirements or needs. SuperOffice gives neither any warranty nor any promise that interruptions or errors will not occur during the usage of the Software. SuperOffice will try to correct errors in the Software after the Customer has notified SuperOffice of the error and SuperOffice has confirmed that error correction will start.

SuperOffice disclaims all responsibility for damages and losses that might be caused by faults or errors in the Software.

SuperOffice shall under no circumstances be responsible for indirect losses, including, but not limited to lost profits of any kind, losses as a result of delayed startup of operation or operational disruption, lost goodwill, deprivation and third party claims.

SuperOffice is only liable for errors in the Software if SuperOffice does not try to correct errors that SuperOffice has confirmed that will be tried corrected. Such liability is restricted to the Customers documented direct losses, and such liability shall for the whole lifetime of the Agreement be limited to the compensation for one Subscription term.

SuperOffice is not responsible for damage or losses that might occur as a result of unauthorized or incorrect use of the Software.

No liability can be claimed as a result of faults or errors in the Software, unless expressly stated otherwise in this clause 7, cf. however clause 8.

8. Legal defects

If a third party starts legal action claiming that the Software infringes other’s copyright, title or industrial rights in Norway, SuperOffice shall at its own expense defend the Customer’s interest. This should however only apply to the extent the Customer immediately notifies SuperOffice of such claims, that SuperOffice gains control of the case and that the Customer co-operates with SuperOffice in the negotiations and potential court proceedings. SuperOffice shall in such case cover awarded legal costs and compensation. No other claims than these stated in this clause 8 can be put forward against SuperOffice as a result of legal defects.

9. Confidentiality

SuperOffice and everyone that on behalf of SuperOffice receives information about the Customer and the Customer’s business, relations and other data, marked as confidential information, are obligated to not expose such information to outsiders without the Customer’s consent. This applies accordingly for the Customer. The Customer shall also protect and keep in secrecy all other information that SuperOffice provides to the Customer, or information that the Customer becomes aware of, to the extent that the Customer should have understood that the information is SuperOffice’s confidential information.

10. Dispatch

New versions of the Software shall be made available to the Customer as soon as possible after a new version is launched. The Customer shall be allowed to download the Software from SuperOffice’s download server.

11. Prices and payment

The price for subscription to the Software for a Subscription period is specified in the proposal from SuperOffice or a certified SuperOffice Partner. The price is calculated on the basis of the number of SuperOffice licenses that the Customer subscribes to. If the Customer orders additional licenses, the Customer shall be invoiced for the period from the order has been confirmed by SuperOffice and to the end of the running Subscription term. Thereafter, the new licenses shall be included in the basis of the calculation of the next Subscription period, according to the provisions above.

The subscription price for the Software can be adjusted annually, with a maximum increase equivalent to the local consumer price index, without any notification. Any increase takes place in January of each calendar year, based on the increase in the consumer price index in the preceding calendar year, effective from the beginning of the next subscription period.

The Agreement shall be invoiced in advance. The invoice shall cover the period which is agreed in the proposal from SuperOffice or a certified SuperOffice Partner. The first invoice period shall be calculated from the turn of the month following the date the Agreement comes into force.

If the Customer utilizes the Software beyond the limitation of the usage rights in this Agreement, does not pay amounts then due, or otherwise does not fulfils its obligations pursuant to the Agreement, SuperOffice shall have a right to terminate the Agreement with immediate effect. SuperOffice may modify the terms and conditions of the Agreement – including the price for subscription to the Software – with 40 days prior notice, with effect from the start of the following Subscription term.

The Customer recognizes that SuperOffice has a right to include in the Software functionality that locks the Software after a period defined by SuperOffice. This functionality will be effective to the extent the subscription fee, if applicable support fee, and/or any other amounts are not paid by the Customer when due. The Software will in such cases not be available for use before such amounts, including interest and other potential expenses in relation to the payment default, are paid.

12. Termination of Agreement

Each party can terminate the Agreement. The termination of the Agreement must be done in writing and will have effect from the end of the running Subscription term. A written notice of termination shall be sent to the other party at least 30 days prior to the end of the running Subscription term. The termination shall not involve any form of refund of the compensation and shall only indicate that there will not be extended for the next Subscription term.

If the terminate notice is not issued in accordance with the provisions in the first paragraph, the Agreement shall be automatically renewed for a new Subscription term.

13. Transfer of rights

SuperOffice can in whole or partly transfer its rights and/or obligations pursuant to this Agreement, as long as this does not substantially hinder the performance of the Agreement. The Customer cannot transfer its rights and obligations pursuant to this Agreement without SuperOffice’s written approval.

Such approval cannot be unreasonably rejected. SuperOffice can in whole or partly let its obligations pursuant to the Agreement be performed by a third party.

14. References and advertisement

The Customers agrees that SuperOffice in its marketing can refer to the Customer and its usage of the Software. The Customer agrees that SuperOffice from time to time can send the Customer relevant information.

15. Changes in contact information

All changes in the Customer’s contact information, including address changes and changes of the Customer’s contact person with the authority to commit the Customer, shall in writing be communicated to SuperOffice.

16. Right of inspection

SuperOffice can with 3 working days notice perform inspection at the Customer to verify that the Customer’s usage of the Software is in accordance with the provisions of this Agreement. The inspection can be performed by an independent third party. Inspection can be performed twice per Subscription term. The Customer is not entitled to claim any compensation as a result of SuperOffice’s inspection.

17. Disputes

This Agreement shall be governed by Norwegian law and be under the Norwegian courts’ exclusive jurisdiction. Oslo city court shall be the agreed legal venue.